You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the Employer) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (Tax-Related Items), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.
You further acknowledge that the Company and/or the Employer make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of your Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the date of grant of this Option and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
You will not be allowed to exercise this Option unless you make acceptable arrangements to pay any Tax-Related Items that may be due as a result of the Option exercise or sale of Shares acquired under this Option. In addition, by exercising this Option and as a condition to any exercise of this Option, you agree that the Company may require you to enter into an arrangement providing for the payment by you to the Company (or your Employer) of any Tax-Related Items of the Company or your Employer (as applicable).
Subject to compliance with any applicable legal conditions or restrictions, you further authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding from payroll and any other amounts payable to you, including any proceeds due to you from the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company on your behalf (including by means of a same day sale pursuant to a program developed under Regulation T as promulgated by the U.S. Federal Reserve Board) pursuant to this authorization without further consent. Subject to compliance with any applicable legal conditions or restrictions, the Company may also withhold from fully vested Shares otherwise issuable to you upon the exercise of this Option a number of whole Shares having a Fair Market Value, determined by the Company as of the date of exercise in accordance with the Plan and applicable law. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.